EXHIBIT - 10.22

                         DEFERRED COMPENSATION AGREEMENT


This  Deferred  Compensation  Agreement  (the  "Agreement")  is made this Twenty
Second day of November,  2006,  between  Waterford  Gaming,  L.L.C.,  a Delaware
limited  liability company  ("Gaming") and Alan Angel ("Angel").  This Agreement
entirely replaces and supersedes the agreement dated November 17, 2003.

                              PRELIMINARY STATEMENT

The following is a recital of certain facts upon which this Agreement is based:

Gaming was formed on September 30, 1996, to hold a 50%  partnership  interest in
Trading Cove Associates,  a Connecticut  general  partnership  ("Trading Cove"),
which was the former  manager  and the  original  developer  of the  Mohegan Sun
Gaming  and  Entertainment  Complex  located  in  Uncasville,  Connecticut  (the
"Mohegan  Sun"),  which is owned by the Mohegan Tribe of Indians of Connecticut.
Through December 31, 2014, Trading Cove is entitled to receive payments equal to
5% of the gross  revenues  generated by the Mohegan Sun,  including its recently
completed expansion.

Gaming  derives  all of  its  income,  other  than  interest  income,  from  its
partnership interest in Trading Cove.

As of June 11, 2003, Gaming, and its affiliate,  Waterford Gaming Finance Corp.,
a Delaware  corporation  ("Gaming  Finance"),  issued  notes in the total sum of
$155,000,000 (the "Notes") which will mature on September 15, 2012.

Gaming currently  anticipates that a substantial  portion,  and possibly all, of
Gaming's assets will be expended in satisfying  Gaming's  obligations  under the
Notes.

Angel is an employee of Mystic Suites,  L.L.C., a Connecticut  limited liability
company  ("Mystic"),  an  affiliate  of  Gaming  and has  been  instrumental  in
assisting  Gaming with all of its financial  activities  including  structuring,
negotiating   and  completing  the  offering  and  issuance  of  the  Notes.  In
recognition of Angel's extraordinary  performance on behalf of Gaming in causing
the Notes to be issued, and as an inducement to Angel to remain in the employ of
Mystic  or one or more of  Mystic's  affiliates,  Gaming  has  agreed to make an
extraordinary  payment  to  Angel  if and  only to the  extent  that  funds  are
available  to Gaming to do so,  all upon the terms and  conditions  set forth in
this Agreement.

Now, therefore, the parties hereto agree as follows:

1.   Deferred  Compensation  Payments.  In recognition of Angel's  activities in
     assisting  Gaming  in  the  issuance  of  the  Notes,  and  subject  to the
     provisions of Section 2 hereof, for each quarter beginning with the quarter
     ending  September  30, 2012,  Gaming agrees to pay to Angel on each Payment
     Date (as herein defined),  based on Gaming's  financial  statements for the
     applicable  quarter,  5% of:  (a)  amounts  received  by Gaming  during the
     quarter  from each and  every  source;  minus  (b)  debts  and  obligations
     actually  incurred  by Gaming or Gaming  Finance  during the quarter in the
     ordinary course of their respective  businesses,  not including  bonuses or
     any other form of  compensation  paid by Gaming and Gaming Finance to their
     respective  officers,  directors,  shareholders,  or  partners,  other than
     compensation paid to Len Wolman under his Employment  Agreement with Gaming
     ("Deferred Compensation Payment").

2.   Payment  Provisions.   Notwithstanding  anything  herein  to  the  contrary
     contained, the Deferred Compensation Payments shall only be due and payable
     as follows:

(i)  The full amount of a Deferred  Compensation  Payment shall be paid to Angel
     if, on a Payment Date,  Angel is then an employee of Mystic or an Affiliate
     (as herein defined) of Mystic.

(ii) The full amount of a Deferred  Compensation  Payment shall be paid to Angel
     (or to his heirs,  if applicable) if Angel has died or has become  Disabled
     (as  herein  defined)  prior to a Payment  Date and at the time of  Angel's
     death or  Disability,  Angel was  employed  by Mystic  or an  Affiliate  of
     Mystic.

(iii) A portion of a Deferred Compensation Payment shall be paid to Angel, which
     portion is to be  proportionate to the amount by which Angel has Vested (as
     herein  defined) on a Payment  Date,  if, on or prior to such Payment Date,
     Angel has been  terminated  by Mystic or an  Affiliate of Mystic other than
     for Cause (as herein defined).

All Deferred Compensation Payments shall be made on a 1099 basis.

<PAGE>

3. Definitions.  For purposes of this Agreement, the following definitions shall
apply:

"Affiliate" shall mean: (i) any Person that, directly or indirectly, through one
or more intermediaries,  controls or is controlled by or is under common control
with the  specified  Person;  (ii) any person that is an officer or director of,
member or  partner  in, or  trustee  or legal  representative  of or serves in a
similar  capacity with respect to the specified Person or of which the specified
Person is an officer,  director,  member, partner, or trustee or with respect to
which the specified Person serves in a similar capacity;  (iii) any Person that,
directly or indirectly,  is the beneficial owner of, or controls, 10% or more of
any class of equity  securities  of or otherwise  has a  substantial  beneficial
interest  (10% or more) in,  the  specified  Person,  or of which the  specified
person is directly or indirectly the owner of 10% or more of any class of equity
securities  or in  which  the  specified  Person  has a  substantial  beneficial
interest  (10% or  more);  and (iv) any  member of the  Immediate  Family of the
specified Person.

Termination  for "Cause"  shall  mean:  (i)  termination  as a result of Angel's
breach  of trust  or  other  fiduciary  duty  that has or may have a  materially
adverse  impact  upon  Mystic  or any of its  Affiliates;  (ii) any act by Angel
constituting  fraud,  embezzlement,  dishonesty or other similar misconduct that
has or may  have a  material  adverse  impact  upon  Mystic  or any of  Mystic's
Affiliates;  (iii) Angel's  conviction  for a felony that has or may  materially
adversely impact the business or reputation of Mystic or an Affiliate of Mystic.

"Disabled"  or  "Disability"  shall mean Angel's  inability,  whether  mental or
physical,  to render services reasonably  requested by Mystic or an Affiliate of
Mystic consistent with Angel's job description for three (3) consecutive  months
or twelve (12) weeks during any nine (9) month period.

"Entity" shall mean any general partnership,  limited partnership,  corporation,
limited liability company, limited liability partnership,  joint venture, trust,
business trust, or association.

"Immediate Family" shall mean with respect to any Person,  its spouse,  parents,
parents-in-law,     issue,     nephews,     nieces,     children-in-law,     and
grandchildren-in-law.

"Payment Date" shall mean, for each Deferred Compensation Payment, no later than
the last  day of the  quarter  following  the  quarter  on  which  the  Deferred
Compensation Payment is based.

"Person"  shall  mean  an  individual  or  Entity,  and  the  heirs,  executors,
administrators,  successors,  and  assigns  of such  person or  Entity  when the
context so admits; and unless the context otherwise requires, the singular shall
include the plural,  and the masculine gender shall include the feminine and the
neutral and visa versa.

"Quarter" shall mean calendar quarter.

"Vested" shall mean fifty percent (50%) as of the date hereof,  which percentage
shall  increase  by ten  percent  (10%) on February  1st of each  calendar  year
hereafter  so long as on each such  February  1st Angel is then an  employee  of
Mystic or an Affiliate of Mystic,  until  February 1, 2011,  on which date Angel
will be fully vested (i.e., on February 1, 2011,  Angel's Vested amount shall be
100%).

4.  Modification.  If, for any reason,  a court determines that any part of this
Agreement is  unreasonable in scope or otherwise  unenforceable,  such provision
will be deemed modified and fully enforceable, as so modified, to the extent the
court   determines   what  would  be  reasonable  and   enforceable   under  the
circumstances.

5. Entire  Agreement.  This  Agreement sets forth the entire  understanding  and
agreement  of the  parties  with  respect to the issues  encompassed  herein and
supersedes  any  prior  and  contemporaneous  agreements,  correspondence,  term
sheets,  negotiations,  understandings,  documents,  or commitments,  written or
oral,  with regard to the subject matter  contemplated  by this  Agreement.  The
provisions hereof will not reduce, restrict,  limit, or modify payments, if any,
due to Angel by any other party.

6. Waivers and Amendments. This Agreement may be amended, superseded,  canceled,
renewed,  or extended,  and the terms and  conditions  of this  Agreement may be
waived,  only by a written instrument signed by the parties or, in the case of a
waiver,  the party  granting  the  waiver.  No delay on the part of any party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right,  power,  or privilege,  nor will any waiver on the part of
any party of any right, power, or privilege under this Agreement, nor any single
or partial  exercise of any right,  power,  or privilege  under this  Agreement,
preclude any other or future exercise of such right,  power, or privilege or the
exercise of any other right, power, or privilege under this Agreement.

7. Governing Law. This Agreement,  and the rights,  duties,  and remedies of the
parties  relating to this  Agreement and the subject  matter of this  Agreement,
will be governed by and  construed in  accordance  with the laws of the State of
Connecticut, without regard to principles of conflicts of laws.

<PAGE>

8. Jurisdiction;  Venue; Arbitration.  If there is a dispute between the parties
hereto  with regard to any of the  matters  set forth in this  Agreement  or its
subject  matter,  the parties  will first use their best efforts to resolve such
dispute  among  themselves.  If the parties are unable to resolve  such  dispute
within thirty (30) calendar days of the initiation of such efforts, such dispute
will be settled by  arbitration  in  Philadelphia,  Pennsylvania  or other place
agreed to by Gaming and Angel,  which will be the sole and  exclusive  procedure
for resolution of any such dispute.  Within ten (10) calendar days of receipt of
written notice from one party that it is submitting  the matter to  arbitration,
Angel, on the one hand, and Gaming, on the other, will each designate in writing
an arbitrator to resolve the dispute who will, in turn,  jointly  select a third
arbitrator within twenty (20) calendar days of their designation, with the third
arbitrator  to be selected in  accordance  with  procedures  established  by the
American Arbitration  Association.  The arbitrators so designated will each be a
person   experienced   in  commercial   and  business   affairs  who  is  not  a
representative of any party and who has not received any compensation,  directly
or  indirectly,  from any party or any  affiliate of any party at any time after
the date of this Agreement or during the two (2) year period  preceding the date
of  this  Agreement.   The  arbitration  will  be  governed  by  the  Commercial
Arbitration Rules of the American Arbitration  Association in effect at the time
of initiation of such  arbitration.  The  determination of the arbitrators as to
the  resolution  of any such  dispute  will be binding and  conclusive  upon the
parties.  Each party will pay the fees and expenses of its respective designated
arbitrator  and its own  costs and  expenses  of the  arbitration.  The fees and
expenses of the third  arbitrator will be paid equally by Angel and Gaming.  Any
arbitration   award  may  be  entered  in  and  enforced  by  any  court  having
jurisdiction  thereof,  and the  parties  consent and commit  themselves  to the
jurisdiction  of the state and federal  courts of the State of  Connecticut  for
purposes of the enforcement of any arbitration award.

9.  Interpretation  and Certain Rules of  Construction.  This Agreement is being
entered into by competent  persons who are  experienced in business and have had
an opportunity to be represented by counsel.  Therefore,  any ambiguous language
in this Agreement will not necessarily be construed against any particular party
as the  drafter  of  such  language.  The  headings  of this  Agreement  are for
convenience or reference only and will not limit or otherwise affect the meaning
or interpretation of any of the provisions of this Agreement.

10. Counterparts.  This Agreement may be executed in counterparts, each of which
will be deemed an original but all of which together will constitute one and the
same Agreement.

11. Severability. If any provision of this Agreement is determined to be illegal
or  invalid,  such  illegality  or  invalidity  will have no effect on the other
provisions  of  this  Agreement,   which  will  remain  valid,  operative,   and
enforceable.


IN WITNESS  WHEREOF,  the parties have executed this Agreement on the date first
above written.

                                            WATERFORD GAMING, L.L.C., a Delaware
                                                       limited liability company

                                            By: Waterford Group, LLC, a Delaware
                                                    limited  liability  company,
                                                    Member


                                            By: Slavik Suites, Inc., Member

                                                By: ____________________________

                                                Its:____________________________



                                                    ----------------------------
                                                                      Alan Angel